SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549




                          SCHEDULE 13G
                         (Rule 13d-102)

     INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
      TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
                      PURSUANT TO 13d-2(b)



                       (Amendment No. 2) *




                       ES&L Bancorp, Inc.
        --------------------------------------------------
                        (Name of Issuer)



                          Common Stock
        --------------------------------------------------
                 (Title of Class of Securities)



                          269079 10 9
                      --------------------
                         (CUSIP Number)



_______________

*  The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).   

                       Page 1 of 5 pages


CUSIP No. 269079 10 9               13G         Page 2 of 5 Pages

1.   NAME OF REPORTING PERSON:  

     Elmira Savings & Loan, F.A.
     Incentive Savings Plan
                                
     SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:

     16-1242898

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

        (a)  [   ]
        (b)  [ X ]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     State of New York

Number of Shares Beneficially Owned by Each Reporting Person
with:

5.   SOLE VOTING POWER                   0

6.   SHARED VOTING POWER            77,652

7.   SOLE DISPOSITIVE POWER:             0

8.   SHARED DISPOSITIVE POWER:      77,652

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                        77,652

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
     CERTAIN SHARES:   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  9.31%

12.  TYPE OF REPORTING PERSON:   EP



CUSIP No. 269079 10 9               13G         Page 3 of 5 Pages


                  Securities and Exchange Commission
                        Washington, D.C.  20549


ITEM 1(a)  NAME OF ISSUER.
           ES&L Bancorp, Inc.

ITEM 1(b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
           300 W. Water Street
           Elmira, New York  14901

ITEM 2(a)  NAME OF PERSON(S) FILING.
           Elmira Savings & Loan, F.A. Incentive Savings Plan
("Plan").

ITEM 2(b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE.
           Same as Item 1(b).

ITEM 2(c)  CITIZENSHIP.
           See Row 4 of the second part of the cover page
           provided for each reporting person.

ITEM 2(d)  TITLE OF CLASS OF SECURITIES.
           Common Stock, par value $.01 per share.

ITEM 2(e)  CUSIP NUMBER.
           See the upper left corner of the second part of the
           cover page provided for each reporting person. 

ITEM 3.    CHECK WHETHER THE PERSON FILING IS A:

    (f)    [x]   Employee Benefit Plan, Pension Fund which is
                 subject to the provisions of the Employee
                 Retirement Income Security Act of 1974 or
                 Endowment Fund; see 13d-1(b)(1)(ii)(F),  

     Items (a) (b) (c) (d) (e) (g) and (h) - not applicable.


                                                Page 4 of 5 Pages

ITEM 4.  OWNERSHIP.
         (a)   Amount Beneficially Owned:  See Row 9 of the
               second part of the cover page provided for each
               reporting person.

         (b)   Percent of Class:  See Row 11 of the second part
               of the cover page provided for each reporting
               person.

         (c)   See Rows 5, 6, 7, and 8 of the second part of the
               cover page provided for each reporting person.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
  
         If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following:  [  ]

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.

         Pursuant to Section 13.7 of the ESOP, the ESOP committee
has the power to direct the receipt of dividends on shares held
in the ESOP trust.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.

         Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.  

         Not applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.

         Not applicable.

ITEM 10. CERTIFICATION.

         By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.

                                               Page 5 of 5 Pages

SIGNATURE:

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

ELMIRA SAVINGS & LOAN, F.A.
INCENTIVE SAVINGS PLAN

By: Elmira Savings & Loan, F.A.,
    as Plan Administrator


By:  /s/ William A. McKenzie
     ----------------------------------        February 2, 1998
     William A. McKenzie, President            ----------------
                                               Date